Exhibit 4.1

[PAGE]

                        [OPTICAL CABLE CORPORATION LOGO]


[NUMBER]                                                                [SHARES]

INCORPORATED UNDER THE LAWS                                      SEE REVERSE FOR
OF THE COMMONWEALTH OF VIRGINIA                                  DEFINITIONS


THIS CERTIFIES THAT





IS THE OWNER OF



             FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK OF

OPTICAL CABLE CORPORATION (the  "Corporation")  transferable on the books of the
Corporation by the holder hereof in person, or by duly authorized attorney, upon
surrender of this  Certificate  properly  endorsed.  This  Certificate not valid
unless countersigned by the Transfer Agent and registered by the Registrar.

Witness the facsimile seal of the Corporation of the facsimile signatures of its
duly authorized representatives.

Dated:

/s/ Robert Kopstein
President


/s/ Kenneth W. Harber
Secretary


                   [OPTICAL CABLE CORPORATION CORPORATE SEAL]

                                                    Countersigned and Registered
                                                    FIRST UNION NATIONAL BANK OF
                                                            NORTH CAROLINA
                                                     (Charlotte, North Carolina)
                                                            Transfer Agent
                                                             and Registrar




                                                       By:
                                                            Authorized Signature
<PAGE>




                            OPTICAL CABLE CORPORATION

         The Corporation  will furnish to any stockholder on request and without
charge a full statement of the designations and any preferences,  conversion and
other  rights,  voting  powers,  restrictions,   limitations  as  to  dividends,
qualifications and terms and conditions of redemption of the stock of each class
which the  Corporation  is authorized  to issue,  or of the  differences  in the
relative rights and preferences  between the shares of each series of a class in
series which the  Corporation  is authorized  to issue,  to the extent they have
been set, and the authority of the Board of Directors to set the relative rights
and preferences of subsequent series or classes. Such request may be made to the
Secretary of the Corporation or to its Transfer Agent.

The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall  be  construed  as  though  they  were  written  out in full
according to applicable laws or regulations:

TEN COM - as tenants in common

TEN ENT - as tenants by the entireties

JT TEN  -  as joint tenants with right of survivorship and not as tenants in 
           common

TOD     -  transfer on death direction in event of owner's death to person named
           on face

UNIF GIFT MIN ACT - ________ as Custodian for _________ under Uniform Gifts to
                     (Cust)                    (Minor)
         Minors Act ____________
                     (State)

UNIF TRAN MIN ACT - _______ as Custodian for _________ under Uniform Transfers
                    (Cust)                   (Minor)
         to Minors Act ___________
                       (State)


Additional abbreviations may also be used though not in the above list.


         For value received, _____________ hereby sell, assign and
transfer unto


Please Insert Social Security or
Other Identification Number of Assignee
--------------------

--------------------------------------------------------------------------------
(Please print or  typewrite  name  and address, including zip code, of Assignee)

-----------------------------------------------------------

-----------------------------------------------------------

_____________________________________________________shares
of the capital stock represented by the within Certificate, and do hereby 
irrevocably constitute and appoint

____________________________________________________Attorney   to  transfer  the
said  stock on the books of the  written  named  Corporation  with full power of
substitution in the premises.

Dated: ---------------                         X--------------------------------



                                               X--------------------------------
                                                NOTICE: THE SIGNATURE(S) TO THIS
                                                ASSIGNMENT MUST CORRESPOND WITH 
                                                THE NAME AS WRITTEN  UPON  THE  
                                                FACE OF THE CERTIFICATE IN EVERY
                                                PARTICULAR,  WITHOUT ALTERATION 
                                                OR  ENLARGEMENT, OR ANY CHANGE  
                                                WHATEVER.

                        SIGNATURE(S) GUARANTEED: -------------------------------
                                                THE SIGNATURE(S) SHOULD BE
                                                GUARANTEED BY AN ELIGIBLE 
                                                GUARANTOR INSTITUTION (BANKS,   
                                                STOCKBROKERS, SAVINGS AND LOAN  
                                                ASSOCIATIONS  AND CREDIT UNIONS 
                                                WITH MEMBERSHIP IN AN  APPROVED 
                                                SIGNATURE  GUARANTEE  MEDALLION 
                                                PROGRAM, PURSUANT TO S.E.C.
                                                RULE 17Ad-15.